Today, the House of Representatives by a vote of 416-6 approved H.R. 701, a bipartisan bill that directs the SEC to finalize rules by Oct. 31 to implement Title IV of the JOBS Act. Rep. Patrick McHenry (R-NC), who serves as Chairman of the Subcommittee on Oversight and Investigations, sponsored the legislation along with Reps…. Continue Reading
Category Archives: Regulation A+
Subscribe to Regulation A+ RSS FeedJOBS Act Related Bills Progress
Posted in Exchange Act Registration Thresholds, Regulation A+Following the House Financial Services Committee mark-up session, HR 701 and HR 801 were both approved by voice vote. Yesterday, a bill was introduced in the Senate by Senator Toomey, S.872, to amend the Securities Exchange Act of 1934, to make the shareholder threshold for registration of savings and loan holding companies the same as… Continue Reading
Final Report of SEC Forum on Small Capital Formation
Posted in Crowdfunding, Regulation A+, Rule 506 Rulemaking, SEC NewsThe SEC recently posted on its website the Final Report from the 2012 SEC Government-Business Forum on Small Capital Formation, which was held in the fall of 2012. The report may be accessed at http://www.sec.gov/info/smallbus/sbforum.shtml. The report includes 35 recommendations from the Forum, with quite a number of these focused on crowdfunding. Setting aside those… Continue Reading
Mark-Up Today of Two JOBS Act-Related Bills
Posted in Exchange Act Registration Thresholds, Regulation A+Today, May 7, 2013, the House Committee on Financial Services will mark up two JOBS Act related bills, HR 701 and HR 801. HR 701 would require that the SEC take action to implement rules under Title IV of the JOBS Act (the provisions related to Section 3(b)(2) or “Regulation A+”) by October 31, 2013. … Continue Reading
JOBS Act at Year 1
Posted in Crowdfunding, Decimalization, Emerging Growth Company Status, Exchange Act Registration Thresholds, IPO On-Ramp, Private Placements, Regulation A+, Research, Rule 506 RulemakingAny milestone, such as an anniversary, provides an opportunity for reflection and evaluation. At the one-year anniversary of the JOBS Act, preliminary experience gives reason for some optimism. The centerpiece of the JOBS Act, the “IPO on-ramp” provisions contained in Title I, have proven quite useful. The SEC Staff’s guidance in the form of Frequently… Continue Reading
Section 3(b)(2) Exemption and Capital-Raising by Banks
Posted in Regulation A+Many banks have taken advantage of the provisions of the JOBS Act regarding the holder-of-record threshold to deregister and terminate their registration. Banks may want to consider their capital-raising alternatives going forward. A community or small bank that is no longer subject to Exchange Act filing requirements may consider a Rule 506 offering. A Rule… Continue Reading
Recent SEC Staff Comments on JOBS Act Implementation
Posted in Crowdfunding, Emerging Growth Company Status, Exchange Act Registration Thresholds, IPO On-Ramp, Private Placements, Regulation A+The Staff of the SEC’s Division of Corporation Finance has been discussing the JOBS Act at recent conferences, including the Practising Law Institute’s 44th Annual Securities Regulation Institute in New York and the American Bar Association’s Business Law Section Fall Meeting in Washington, DC. David Lynn was the moderator of a JOBS Act panel at… Continue Reading
Yet Another Post-enactment JOBS Act Hearing
Posted in Crowdfunding, Private Placements, Regulation A+, Rule 506 RulemakingAmong the many distinctive aspects of the JOBS Act is that we could end up seeing more Congressional hearings on the JOBS Act after it was enacted than before it was enacted. The focus has now shifted from merits of the JOBS Act’s provisions to the pace at which those provisions are going into effect,… Continue Reading
Section 3(b)(2) Offerings as IPOs
Posted in Regulation A+We hope that the SEC engages actively with the securities exchanges to facilitate the listing of securities of issuers concurrently with the pricing of their Regulation A+ (a/k/a 3(b)(2)) offerings. The JOBS Act seems to contemplate that some issuers will pursue Regulation A+ offerings, not seek exchange listings and choose to remain non-reporting companies. However,… Continue Reading
Confirmation of the Obvious: GAO Publishes Reg A Report
Posted in Regulation A+The JOBS Act directed the GAO to undertake a study concerning the factors impeding greater use of currently Regulation A. The GAO study examines trends in Regulation A offerings, noting that the number of offerings increased from 1992 through 1997. This increase followed the SEC’s changes to the offering ceiling for Regulation A offerings from… Continue Reading
Reggae and Reg A
Posted in Regulation A+We’re reggae fans, and fans of Reg A. Chances are you may be more familiar with the offbeat rhythms of reggae, than with Regulation A. Regulation A was intended to allow smaller businesses, including banks and bank-holding companies, access to the capital markets without subjecting them to the high costs associated with registered public offerings. … Continue Reading